Timwood Holdings: DRS filing (amended)

Cover page 61 changes

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submitted to the U.S. Securities and Exchange Commission on December 23, 2025. February 11, 2026.

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Ross D. Carmel, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st floor

Telephone: (212) 930-9700

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Subject to Completion, Dated [ ], 2025 2026

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This is the initial public offering of

US$[ ]. We intend to list our Ordinary Shares on the Nasdaq Capital Market under the symbol

Immediately after this Offering, assuming

an offering size as set forth above, Mr. Chi Wai LAM will, through his wholly-owned entity Smart Legacy Limited, beneficially own approximately

[ ]% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriter's over-allotment option, or approximately [ ]% assuming full exercise of the underwriter's over-allotment option. As a result, we expect to be a

"controlled company" within the meaning of rule 5615(c) of Nasdaq Stock Market LLC ("Nasdaq Listing Rules").

See section titled "Prospectus Summary - Implications of Being a Controlled Company".

Timwood Asia Logistics Limited.

Investing in our Ordinary Shares involves

a high degree of risk. See section titled "Risk Factors" beginning on page 18 of this prospectus.

We are offering [ ] ordinary shares, US$0.0001

Timwood Holdings Limited. par value per share ("Ordinary Shares"). This is the initial public offering of our Ordinary Shares. Prior to this Offering, there has been no public market for our Ordinary Shares. It is currently estimated that the initial public offering price per share will be between US$[ ] and US$[ ]. We intend to list our Ordinary Shares on the Nasdaq Capital Market under the symbol "[ ]"

At this time, Nasdaq has not yet approved our

our application to list the Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq's final approval of our listing application. However, there is no guarantee or assurance that such application will be approved, and if our application is not approved by Nasdaq, this Offering will not be completed.

Our Company is a Cayman Islands holding company

with no operations of its own. We are not a mainland Chinese operating company. We conduct our operations in Hong Kong through our Operating

company with no operations of its own. We are not a mainland Chinese operating company. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Investors are cautioned that you are not buying shares of a Hong Kong-based operating company but instead are buying shares of a Cayman Islands holding company with operations conducted by our Operating Subsidiary in Hong Kong. The Ordinary Shares offered in this Offering are shares of our Company, the Cayman Islands holding company, instead of shares of our Operating Subsidiary. Investors in this Offering will not directly hold equity interests in our Operating Subsidiary.

The Ordinary Shares offered in this Offering are shares of our Company, the Cayman Islands holding company, instead of shares of our Operating

Subsidiary. Investors in this Offering will not directly hold equity interests in our Operating Subsidiary. In this prospectus, unless the context requires otherwise, references to "we", "us", "our Company", "our" or "the

"our" or "the Company" refers to Timwood Holdings Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands, and in the context of describing its operation and business, together with our Operating Subsidiary, Timwood Asia Logistics Limited.

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Neither the Securities and Exchange Commission

nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC.

Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating

Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the

As of the date of this prospectus, Hong Kong does

does not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating

Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

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Immediately after completing Offering, our

largest shareholder, Mr. Chi Wai LAM will, through his wholly-owned entity Smart Legacy Limited, beneficially own approximately [ ]% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% assuming full exercise of the underwriters' over-allotment option. As a result, we expect to be a

"controlled company" within the meaning of rule 5615(c) of Nasdaq Stock Market LLC ("Nasdaq Listing Rules").

See section titled "Prospectus Summary - Implications of Being a Controlled Company".

Neither the U.S. Securities and Exchange

Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our Ordinary Shares involves

a high degree of risk, including the risk of losing your entire investment. See "Risk Factors" beginning on page 18 of this prospectus to read about factors you should consider before buying our Ordinary Shares.

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(1) The underwriter will receive

compensation in addition to the discounts and commissions. For a description of compensation payable to the underwriters, see "Underwriting"

beginning on page 104.

(2) Represents a [ ]% underwriting

discount and [ ]% non-accountable expenses, payable to the underwriters. For a description of other terms of compensation to be received by the underwriter, see "Underwriting" beginning on page 104.

We expect our total cash expenses for this

to pay the underwriters a discount equal to 6% per share. See also "Underwriting"

in this prospectus for more information regarding our arrangements with the underwriters.

total cash expenses for this offering (including cash expenses payable to the underwriter for their our underwriters and out-of-pocket expenses) to be approximately US$[ ], exclusive of the above underwriting discounts. and commissions. These payments will further reduce proceeds available to us before expenses. See "Underwriting."

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Shares to purchasers against payment on [ ], 2025.

commitment basis. The underwriter is underwriters are obligated to take and pay for all of the Ordinary Shares if any such shares are taken. We have granted the underwriter underwriters an option for a period of [ ] 45 days after the closing of this Offering to purchase up to [ ]% 15% of the total number of our Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. discount. If we complete this Offering, net proceeds the underwriters exercise the over-allotment option in full, the total underwriting discounts payable will be delivered to us US$[ ] based on the closing date. an offering price of US$[ ] per Ordinary

Share, and the total gross proceeds to us, before underwriting discounts and expenses, will be US$[ ]. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriter expects underwriters expect to deliver the Ordinary

Shares to purchasers against payment as set forth under "Underwriting," on or about [ ], 2026.

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Kingswood Capital Partners, LLC

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neither we nor the underwriter underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the

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Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

You should rely only on the information contained

contained in this prospectus, any amendment or supplement to this prospectus, or on any free writing prospectus, that we have authorized for use in connection with this Offering. Neither we nor the underwriter underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriter underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriter underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of the Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Prospectus summary 14 changes

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(1) As of the date of

this prospectus, there are five (5) shareholders which are not controlled by our directors and executive officers and each has shareholding less than 5%. Pre-Offering shareholding is calculated based on 20,000,000 Ordinary Shares issued and outstanding as of the date of this prospectus.

Transfers of Cash to and from our Subsidiaries

Our Company is a holding company with no operations

(1) As of the date of this prospectus, there are five (5) shareholders on record which are not controlled by our directors and executive officers and have shareholding less than 5% Transfers of Cash to and from our Subsidiaries Our Company is a holding company with no operations of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Rightime Action Limited is an intermediate holding company incorporated in the Briish Virgin Islands with no operations. Subsequent to the fiscal year ended June 30, 2025, our Operating Subsidiary Timwood Asia Logistics Limited declared an interim dividend of total HK$8,000,000 to ordinary shareholders Mr. Chi Wai LAM and Mr, Man Hon NG, its shareholders before our reorganization. Our Company had also declared an interim dividend of US$89,522 to shareholders. Save for the above, during the fiscal year ended June 30 , 2025 and 2024 and to date, no transfers, dividends or distributions have been made to date between our Company, subsidiaries or to investors. Cash may be transferred through our organization in the following manner: (i) funds are transferred to our Hong Kong Operating Subsidiary from our Company through Rightime Action Limited, our British Virgin Islands intermediate holding company in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our Hong Kong Operating Subsidiary to our Company through Rightime Action Limited. Payments of dividends and capital in respect of securities of our Company will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporation tax. Subject to the "Passive Foreign Investment Company Rules," any cash distributions paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. investor as dividend income on the day actually or constructively received by the U.S. investor. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a "dividend" for U.S. federal income tax purposes. See "Taxation - Material U.S. Federal Income Tax Considerations - Taxation of Dividends and Other Distributions on our Ordinary Shares" .

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please refer to pages 18 to 23. 22.

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please refer to pages 23 to 28. 27.

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structure and being based in or having the majority of our operations in Hong Kong pose certain risks to investors. The PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time. The enforcement of laws, rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice.

As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, and which could result in a material change in our Operating Entity's operations and/or the value of the securities we are offering.

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please refer to pages 28 27 to 30.

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statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

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please refer to pages 31 30 to 41.

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Upon the completion of this Offering, we will

Upon the completion of this Offering, we will be a "controlled company" as defined under the Nasdaq Listing Rules because Mr. Chi Wai LAM will, through his wholly-owned entity Smart Legacy Limited, beneficially own approximately [ ]% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% assuming full exercise of the underwriters' over-allotment option. For so long as we remain a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See section titled " Risk Factors - Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares ."

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The offering 9 changes

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[ ] Ordinary Shares (or [ ] Ordinary Shares if the

[ ] Ordinary Shares (or [ ] Ordinary Shares if the underwriter exercises its underwriters exercise their option to purchase additional Ordinary Shares within 45 days of the date of the closing of this Offering in full).

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[ ] Ordinary Shares (or [ ] Ordinary Shares if the underwriter exercises its underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full), excluding [ ] Ordinary Shares issuable upon exercise of warrants to be issued to the underwriters (or [ ] Ordinary Shares if the underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full) Over-allotment option to purchase additional Ordinary Shares:

We have granted the underwriter underwriters an option to purchase up to [ ] 15 additional Ordinary Shares from us within [ ] 45 days of the date of the closing of this Offering.

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from this Offering of approximately US$[ ] (or US$[ ] if the underwriter exercises its underwriters exercise their over-allotment option to purchase additional Ordinary Shares from us in full), based on an assumed initial public offering price of US$[ ] per share, after deducting the estimated underwriting discounts, commissions and offering expenses payable by us.

We intend to use the net proceeds from this

this Offering for (i) leveraging technology to improve our operational efficiency; (ii) enhancing our team of industry talents and expanding our operating scale; (iii) enhancing our brand in the aviation industry; and (iv) working capital and other general corporate purposes. See " Use of Proceeds " on page 43 for more information.

Our Company (including any successors), our directors

our directors and officers and shareholders holding 5% or more of the issued and outstanding Ordinary Shares (or securities convertible into 5% or more of the issued and outstanding Ordinary Shares) have agreed with the underwriters, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares for a period of six (6) months after the closing of this Offering.

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Risk factors 46 changes

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which are non-recurrent in nature and our customers are under no obligation to source labor from us. For the fiscal years ended June 30, 2025, and 2024, we secured new businesses mainly through invitations. There is no assurance that we will be able to secure new businesses business in the future. Accordingly, the number and scale of our contracts and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. In the event that we fail to secure new contracts or there is a significant decrease in demand for airport terminal services in the future, our business, financial position and prospects could be materially and adversely affected.

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structure and being based in or having the majority of our operations in Hong Kong pose certain risks to investors. The PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time. The enforcement of laws, rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, and which could result in a material change in our Operating Entity's operations and/or the value of the securities we are offering.

Our corporate structure

and being based in or having the majority of our operations in Hong Kong pose certain risks to investors. The Hong Kong Basic Law came into effect since July 1, 1997, the handover of the sovereignty of Hong Kong to the PRC. According to Article 18 of the Basic Law, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to defense and foreign affairs, as well as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities.

The Basic Law guaranteed a high degree of autonomy for Hong Kong which ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people's rights and freedom for fifty years from 1997. The Basic Law has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its domestic affairs, including, but not limited to, the judiciary and courts of last resort, immigration, and customs, public finance, currencies, and extradition. Hong Kong continues using the English common law system.

are any changes in relation to the political arrangements which allow Hong Kong to function autonomously, this could potentially impact Hong Kong's common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Entity's business and operations. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with our customers.

may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The enforcement of laws, rules and regulations in China can change quickly with little advance notice. The PRC government may intervene or influence our Operating Entity's operations at any time, or may exert more control over securities offerings conducted overseas and/or foreign investment in China-based issuers, which, if applicable to us, could result in a material change in our Operating Entity's operations and/or the value of our Ordinary Shares we are registering for sale.

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Upon completion of this Offering, we will

completion of this Offering, we will become a public company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the Nasdaq require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

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Upon completion of this Offering, we will

completion of this Offering, we will be a publicly listed company in the U.S. As a publicly listed company, we will be required to file periodic reports with the SEC upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

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Mr. Chi Wai LAM, through Smart Legacy Limited,

Mr. Chi Wai LAM, through Smart Legacy Limited, beneficially owns approximately 51% on a pre-Offering basis and [ ]% of our issued and outstanding Ordinary Shares on a post-Offering basis, assuming no exercise of the underwriters' over-allotment option, or approximately [ ]% assuming full exercise of the underwriters' over-allotment option. As a result, Mr. Chi Wai LAM will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of our Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

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The IPO price for our Ordinary Shares will

IPO price for our Ordinary Shares will be determined through negotiations between the underwriter underwriters and us and may vary from the market price of our Ordinary Shares following our IPO. If you purchase our Ordinary Shares in our IPO, you may not be able to resell those Ordinary Shares at or above the IPO price. We cannot assure you that our Ordinary Shares' IPO price, or the market price following our IPO, will equal or exceed prices in privately negotiated transactions of our Ordinary Shares that have occurred from time to time prior to our initial public offering. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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Prior to this Offering, there has not been

to this Offering, there has not been a public trading market for our Ordinary Shares. We cannot assure you that an active trading market for our Ordinary Shares will develop following this Offering, or if it does develop, will be maintained. We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this Offering. The closing of the Offering is conditional upon Nasdaq's final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved, we will not complete the Offering. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. The public offering price for the Ordinary Shares will be determined by negotiations between us and the representatives of the underwriter and may not be indicative of prices that will prevail in the trading market. We intend to apply to list our Ordinary Shares on Nasdaq but we provide no assurance that our ordinary shares will be approved for listing on Nasdaq in connection with this Offering. Further, if we are successful in listing the Ordinary Shares on Nasdaq we cannot ensure that an active public market for our Ordinary Shares will develop after this Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. The public offering price for the Ordinary Shares will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. We intend to apply to list our Ordinary Shares on Nasdaq but we provide no assurance that our ordinary shares will be approved for listing on Nasdaq in connection with this Offering. Further, if we are successful in listing the Ordinary Shares on Nasdaq we cannot ensure that an active public market for our Ordinary Shares will develop after this Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

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The IPO price of our Ordinary Shares is substantially higher than the pro forma net tangible book value per share of our Ordinary Shares.

higher than the net tangible book value per share of our Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediate dilution of approximately US$[ ] in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. Please refer to the section titled "Dilution."

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Recent joint statement by the SEC and

the PCAOB proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

On April 21, 2020, SEC Chairman Jay Clayton

and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets, including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals

with the SEC to (i) apply minimum offering size requirement for companies primarily operating in "Restrictive Market", (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company's auditors.

On May 20, 2020, the Senate passed the Holding

Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company's auditors for three consecutive years, the issuer's securities are prohibited to trade on a national exchange.

On March 24, 2021, the SEC adopted interim

final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act. The Company will be required to comply with these rules if the SEC identifies the Company as having a "non-inspection" year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the Holding Foreign Companies Accountable Act, including the listing and trading prohibition requirements described above. In May 2021, the PCAOB issued for public comment a proposed rule related to the PCAOB's responsibilities under the Holding Foreign Companies Accountable Act, which, according to the PCAOB, would establish a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The proposed rule was adopted by the PCAOB in September 2021, pending the final approval of the SEC to become effective.

On December 2, 2021, the SEC issued amendments

to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report

on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. The PCAOB has made such determination, as mandated under the Holding Foreign Companies Accountable Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

On August 26, 2022, the CSRC, the Ministry

of Finance of the PRC, and the PCAOB signed a Statement of Protocol (the "Protocol"), governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need to issue a new determination.

On June 22, 2021, the U.S. Senate passed the

Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled "Consolidated Appropriations Act, 2023" (the "Consolidated Appropriations Act") was signed into law by former President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

If for whatever reason the PCAOB is unable

to conduct full inspections of the Company's auditor, such uncertainty could cause the market price of the Ordinary Shares to be materially and adversely affected, and the Company's securities could be delisted or prohibited from being traded "over-the-counter".

If the Company's securities were unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase the Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of the Ordinary Shares.

The Company's auditor, Onestop Assurance

PAC, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Onestop Assurance PAC is headquartered in Singapore, and is not currently affected by or subject to the determinations issued by the PCAOB on December 16, 2021.

The recent developments would add uncertainties

to our offering and may result in prohibitions on the trading of our Class A Ordinary Shares on the Nasdaq Stock Market, if our auditors fail to meet the PCAOB inspection requirement in time.

Use of proceeds 2 changes

We estimate that we will receive net proceeds

estimate that we will receive net proceeds from this Offering of approximately US$[ ], or approximately US$[ ] if the underwriter exercises its underwriters exercise their option to purchase additional Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial Offer public offering price of US$[ ] per share, being the midpoint of the estimated range of the initial public Offer offering price shown on the front cover of this prospectus.

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Capitalization 8 changes

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on an as adjusted basis to give effect to the issuance and sale of [

a pro forma as adjusted basis to give effect to the issuance and sale of ] ] Ordinary shares at an assumed initial public Offer offering price of US$[ ] per Ordinary Shares after deducting the underwriting discounts and commissions and estimated Offering expenses payable by us.

1 unchanged paragraph

Ordinary Shares, US$0.0001 par value each, 500,000,000 Ordinary Shares authorized, [ ] Ordinary Shares issued and outstanding; as adjusted [ ] [ ] [ ] Additional paid-in capital [ ] [ ] [ ] Retained earnings [ ] [ ] [ ] Accumulated comprehensive income [ ] [ ] [ ] Total Shareholders' Equity [ ] [ ] [ ] Total capitalization [ ] [ ] [ ]

comprehensive income

Shareholders' Equity

The table above is based on 20,000,000 Ordinary Shares outstanding as of June 30, 2025 and assumes no exercise of the warrants issued to the underwriters.

Assuming no exercise of the over-allotment

option by the underwriters, a US$1.00 increase (decrease) in the assumed initial public offering price of US$[ ]per Ordinary Share would increase (decrease) each of additional paid-in capital, retained earnings, accumulated comprehensive income, total shareholders' equity and total capitalization by US$[ ] million, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us. An increase (decrease) of [ ] shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, retained earnings, accumulated comprehensive income, total shareholders' equity and total capitalization on an as adjusted basis by approximately US$[ ] million, assuming the initial public offering price of US$[ ] per Ordinary Share, remains the same, and after deducting estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.

Dilution 22 changes

Our net tangible book value as of June 30, 2025 was US$[ ].

initial public Offer Price

forma net tangible book value after giving effect to this Offering of dilution in net tangible book value to investors in this Offering following table summarizes, on a pro forma as adjusted basis as of June 30, 2025, the total number of Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering.

If you invest in our Ordinary Shares, your

you invest in our Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public Offer offering price per share and our net tangible book value per share after this Offering. Dilution results from the fact that the initial public Offer offering price per share is substantially in excess of the book value per ordinary share attributable to the existing Shareholders for our presently outstanding shares.

Net tangible book value represents the amount

tangible book value represents the amount of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of June 30, 2025 was US$1,057,082 or US$0.05 per share based on 20,000,000 Ordinary Shares outstanding as of June 30, 2025.

After giving effect to the issuance and sale

giving effect to the issuance and sale of [ ] Ordinary Shares in this Offering at an assumed initial public Offer offering price of US$[ ] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated Offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been US$[ ] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of US$[ ] to existing shareholders and an immediate dilution in net tangible book value of US$[ ] per Ordinary Share to investors purchasing Ordinary Shares in this Offering. The following table illustrates such dilution:

Assumed initial public offering price

Net tangible book value per share as of June 30, 2025

Increase in net tangible book value per share attributable

to existing shareholders

As adjusted net tangible book value after giving effect to

Amount of dilution in net tangible book value to investors

The following table summarizes, on an as adjusted

basis as of June 30, 2025, the total number of Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed initial public offering Price of US$[ ] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed

initial public offering price of $4.00 per Class A Ordinary Share would increase (decrease) our as adjusted net tangible book value as of August 31, 2025 after this offering by approximately $0.09 per Class A Ordinary Share, and would increase (decrease) dilution to new investors by $0.91 per Class A Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts. An increase (decrease) of 1,000,000 Class A Ordinary Share in the number of Class A Ordinary Shares we are offering would increase (decrease) our as adjusted net tangible book value as of August 31, 2025 after this offering by approximately $0.08 per Class A Ordinary Share, and would decrease (increase) dilution to new investors by approximately $0.08 per Class A Ordinary Share, assuming the assumed initial public offering price per Class A Ordinary Share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimate underwriting discounts.

The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

The dilution information in this section assumes

dilution information in this section no exercise of the warrants issued to the underwriters and is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the actual initial public Offer offering price of our Ordinary Shares and other terms of this Offering determined at pricing.

Our corporate structure and history 2 changes

17 unchanged paragraphs

(1) As of the date of

(1) As of the date of this prospectus, there are five (5) shareholders on record which are not controlled by our directors and executive officers and have shareholding less than 5%. Pre-Offering shareholding is calculated based on 20,000,000 Ordinary Shares issued and outstanding as of the date of this prospectus.

Industry overview 12 changes

10 unchanged paragraphs

market research firm that publishes reports on air cargo and aviation industries, published on January 4, 2026.

1 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1772, published on January 21, 2025.

1 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1772 2 The 3RS is a major expansion of Hong Kong International Airport (HKIA) that adds a new third runway, reconfigures an existing one, and expands Terminal 2 to increase capacity, handle more passengers and cargo, and improve efficiency. Officially launched in November 2024, the 3RS will allow HKIA to handle up to 120 million passengers and 10 million tons of cargo annually, solidifying its role as a major international aviation hub.

3 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study, published on January 4, 2026.

4 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831, published on October 24, 2025.

3 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study 4 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831 5 Electronic Data Interchange (EDI) is the automated, computer-to-computer exchange of standard business documents, like purchase orders and invoices, between trading partners, eliminating manual processes and paper for increased efficiency, speed, and accuracy.

1 unchanged paragraph

7 https://www.jll.com/en-hk/insights/hkias-growth-to-elevate-hong-kongs-air-freight-sector, published on November 20, 2024.

8 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study, published on January 4, 2026.

HKIA's 2024 cargo throughput of 4.9

7 https://www.jll.com/en-hk/insights/hkias-growth-to-elevate-hong-kongs-air-freight-sector 8 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study throughput HKIA's 2024 cargo throughput of 4.9 million tons marked a 14.0% rebound, with HKIA potentially handling an annual cargo throughput of 10 million tons by 2035. These projections are further supported by the airport's proven resilience as a crucial air cargo hub in the midst of the challenging pandemic lockdowns.

19 unchanged paragraphs

published on November 21, 2025.

11 unchanged paragraphs

17 Regional Comprehensive Economic Partnership (RCEP) is a free trade agreement among the Asia-Pacific countries of Australia, Brunei, Cambodia, China, Indonesia, Japan, South Korea, Laos, Malaysia, Myanmar, New Zealand, the Philippines, Singapore, Thailand, and Vietnam 18 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831 , published on October 24, 2025.

Business 6 changes

100 unchanged paragraphs

1 The 3RS is a major expansion of Hong

2 Electronic Data Interchange (EDI) is

3 The Belt and Road Initiative (BRI) is

1 The 3RS is a major expansion of Hong Kong International Airport (HKIA) that adds a new third runway, reconfigures an existing one, and expands Terminal 2 to increase capacity, handle more passengers and cargo, and improve efficiency. Officially launched in November 2024, the 3RS will allow HKIA to handle up to 120 million passengers and 10 million tons of cargo annually, solidifying its role as a major international aviation hub.

2 Electronic Data Interchange (EDI) is the automated, computer-to-computer exchange of standard business documents, like purchase orders and invoices, between trading partners, eliminating manual processes and paper for increased efficiency, speed, and accuracy.

3 The Belt and Road Initiative (BRI) is a global infrastructure and economic development strategy launched by the PRC government in 2013. It aims to invest in over 150 countries and international organizations through six overland economic corridors and the 21 st Century Maritime Silk Road.

23 unchanged paragraphs

Principal stockholders 2 changes

The following table sets forth information

following table sets forth information regarding the beneficial ownership of our Shares as of the date of this prospectus by our officers, Directors, Director nominees and 5% or greater beneficial owners of our Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Shares. The following table assumes that none of our officers, Directors, Director nominees or 5% or greater beneficial owners of our Shares will purchase shares in this Offering. In addition, the following table assumes that the underwriters' over-allotment option has not been exercised.

20 unchanged paragraphs

Related party transactions 14 changes

3 unchanged paragraphs

Fees : Our Group paid monthly management fees to Forward Transportation Company Limited and Hong Kong Secure Transportation Systems Limited, both of which share a common director, are controlled by Mr. Chi Wai LAM, the "Common sole director with of Timwood, for services rendered by key personnel, including finance, HR, IT, and administrative staff. These fees were consistently recorded across all three fiscal years.

1 unchanged paragraph

Services : Our Group engaged Hong Kong Secure Transportation Systems Limited, Integrity Packing Materials Limited and Aircargo Security Screening Centre Limited, all of which share are controlled by Mr. Chi Wai LAM, the Common sole director with of Timwood, for security screening consultancy and palletization material usage. These services supported compliance with airport cargo handling standards and operational efficiency.

Timwood made fund transfers to Hong Kong Secure Transportation Systems Limited and Aircargo Security Screening Centre Limited, both of which share are controlled by Mr. Chi Wai LAM, the Common sole director with of Timwood to settle intercompany obligations and service reimbursements. These transactions were non-interest-bearing and repayable on demand.

These transactions were non-interest-bearing and repayable on demand.

10 unchanged paragraphs

Transportation Company Limited ("Forward Transportation") is controlled by Mr. Chi Wai LAM, the sole director of Timwood.

Transportation Company Limited ("Forward Transportation") and Timwood share the Common Director, who serves on the board of both companies. Timwood provided cargo handling services to Forward Transportation. As of June 30, 2025, the balance due from Forward Transportation amounted to $314,635, comprising accounts receivable, management fees payable, expenses paid or recharged on its behalf.

Security Screening Centre Limited ("Aircargo") and Timwood share is controlled by Mr. Chi Wai LAM, the Common sole director who serves on the board of both companies. Timwood. As of June 30, 2024, the balance of $276,620 consisted of a consultancy fee payable to Aircargo. During the year ended June 30, 2025, the balance has been fully settled.

Kong Secure Transportation Systems Limited ("HKSTS") is controlled by Mr. Chi Wai LAM, the sole director of Timwood.

Kong Secure Transportation Systems Limited ("HKSTS") and Timwood share the Common Director who serves on the board of both companies. As of June 30, 2024, the balance of $58,910 represented a consultancy fee payable to HKSTS, net of a fund transferred from Timwood. This balance was fully settled during the year ended June 30, 2025.

This balance was fully settled during the year ended June 30, 2025.

Packing Materials Limited ("IPM") and Timwood share is controlled by Mr. Chi Wai LAM, the Common sole director who serves on the board of both companies. Timwood. As of June 30, 2024, the balance of $138,310 consisted of a consultancy fee payable to IPM. This balance was fully settled during the year ended June 30, 2025.

13 unchanged paragraphs

Transportation Company Limited and Timwood share is controlled by Mr. Chi Wai LAM, the Common sole director who serves on the boards of both companies. Timwood. Timwood provided cargo handling services to Forward Transportation Company Limited, generating revenue of $2,218,851, $2,706,797 and $3,113,035 for the years ended June 30, 2025, 2024 and 2023, respectively. In addition, Timwood paid management fees to Forward Transportation for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $23,107 in 2025, $23,020 in 2024 and $22,967 in 2023.

Kong Secure Transportation Systems Limited and Timwood share is controlled by Mr. Chi Wai LAM, the Common sole director who serves on the boards of both companies. Timwood. During the year ended June 30, 2024 and 2023, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 respectively. In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $44,931 in 2025.

Packing Materials Limited and Timwood share is controlled by Mr. Chi Wai LAM, the Common sole director who serves on the board of both companies. Timwood. IPM provided consultancy services and packaging materials for cargo handling services to Timwood. During the years ended June 30, 2025, 2024 and 2023, the consultancy fees and packaging supplies expenses amounted to $5,199, $103,589 and $34,451 respectively.

6 unchanged paragraphs

Shares eligible for future sale 5 changes

1 unchanged paragraph

have [ ] Ordinary Shares (or [ ] Ordinary Shares if the underwriter exercises its underwriters exercise their over-allotment option in full). All of the Ordinary Shares sold in this Offering will be freely transferable by persons other than our "affiliates", as that term is defined in Rule 144 promulgated under the Securities Act, without restriction or further registration under the Securities Act.

3 unchanged paragraphs

We, together with each and any of our successors,

We, together with our subsidiaries, have agreed

have agreed not to, for a period of six (6) months after the closing of this Offering, directly or indirectly offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this Offering, any of our Ordinary Shares or securities that are substantially similar to our Ordinary Shares, including but not limited to any options or warrants to purchase our Ordinary Shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Ordinary Shares or any such substantially similar securities (other than upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the underwriters.

1 unchanged paragraph

officers and shareholders holding 5% or more of the issued and outstanding Ordinary Shares has also entered into a similar lock-up agreement for a period of six (6) months after the closing of this Offering, with respect to our Ordinary Shares (including warrants, options, and convertible securities of the Company, provided that Representative may in its discretion, request a lower percentage threshold) as of the effective date of the Registration Statement (and all holders of securities exercisable for or convertible into Ordinary Shares equivalent to five percent (5%) or more of the Company's outstanding shares and securities that are substantially similar to our Ordinary Shares. Pursuant to such lock-up agreements, each of our directors and executive officers has and shareholders holding 5% or more of the issued and outstanding Ordinary Shares have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, that transfers, in whole or in part, any of the economic consequences of ownership of our Ordinary Shares or such other securities for a period of six (6) months after the closing of this Offering, without the prior written consent of the underwriter. underwriters.

15 unchanged paragraphs

Plan of distribution 89 changes

We expect to enter into an underwriting agreement

with Kingswood Capital Partners, LLC, as representative of the several underwriters named therein (the "Representative"), with respect to the Ordinary Shares in this offering. The Representative may retain other brokers or dealers to act as sub-agents on its behalf in connection with this offering and may pay any sub-agent a solicitation fee with respect to any securities placed by it.

Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the underwriters the number of Ordinary Shares as indicated below.

Kingswood Capital Partners, LLC

The underwriters are offering the Ordinary Shares

subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such Ordinary Shares are taken. However, the underwriters are not required to take or pay for the Ordinary Shares covered by the underwriters' option to purchase additional Ordinary Shares described below.

Over-Allotment Option

We have granted the underwriters an over-allotment

option. This option, which is exercisable for up to 45 days after the closing of this offering, permits the underwriters to purchase up to an additional 15% of the total number of our Ordinary Shares offered by us pursuant to this offering (excluding shares subject to this option), or [ ] additional Ordinary Shares, at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional Ordinary Shares as the number listed next to the underwriter's name in the preceding table bears to the total number of Ordinary Shares listed next to the names of all underwriters in the preceding table.

Underwriting Discounts and Expenses

The underwriters have advised us that they propose

to offer the Ordinary Shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession. The underwriters may allow, and certain dealers may reallow, a discount from the concession to certain brokers and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be changed by the underwriters. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

The Ordinary Shares are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

The following table shows the public offering

price, underwriting discount, and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of the over-allotment option.

Public offering price (1)

Underwriting discounts (2)

Initial public offering price per share is assumed as $[ ] per share.

We have agreed to pay the underwriters a discount equal to 6% per share. The underwriting discounts do not include a 0.75% non-accountable expense allowance, or certain out-of-pocket expenses, each as described below.

have agreed to pay expenses relating to the

offering, including, without limitation, all filing fees and communication expenses relating to the registration of the securities to be sold in this offering (including the over-allotment securities) with the SEC and the filing of the offering materials with FINRA;

all fees and expenses relating to the listing of such the securities to be sold in this offering on Nasdaq; all reasonable fees, expenses and disbursements relating to background checks of the Company's officers and directors; all fees, expenses and disbursements relating to the registration or qualification as the Representative may reasonably designate (including, without limitation, all filing and registration fees), and stock exchange listing process to such counsel at the closing of this offering; or any payments to cover all filing fees upon the commencement of work by such counsel (with the balance of such counsel fees and expenses to be due on the closing of this offering);

the costs of all mailing and printing of the underwriting documents (including the underwriting agreement, any blue sky surveys and, if appropriate, any other transaction documents), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; the costs and expenses of a public relations firm; the costs of preparing, printing and delivering of any certificates representing the securities being sold;

fees and expenses of the transfer agent for the securities being sold, and up to $15,000 fees and expenses for the eligibility services of The Depository Trust Company services to be provided by the Representative; stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; the fees and expenses of the Company's accountants and the fees and expenses of the Company's legal counsel and other agents and representatives. In no event will the amount of legal fees, costs and expenses incurred by the Representative that the Company shall be responsible for exceed $180,000 (inclusive of any advances made by the Company with respect thereto).

The Company has paid a retainer of $45,000 to

the Representative as an advance against accountable expenses referenced above, and has agreed to pay an additional $45,000 to the Representative upon certain other conditions precedent as an additional advance against accountable expenses which shall be applied towards the maximum allowable expense advance of $180,000. Any advances made by the Company or funds held by the Representative on deposit therefor from the Company in respect of the foregoing expenses will be returned to us to the extent the Representative's out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A) and Rule 5110(g)(4)(B).

The Representative shall also be entitled to

a non-accountable expense allowance equal to 0.75% of the gross proceeds of this offering received by the Company.

We estimate that expenses payable by us in connection

with this offering, other than the underwriting discounts referred to above, will be approximately $[ ], including a maximum aggregate reimbursement of $180,000 of Representative's accountable expenses.

In addition, we agreed, during the engagement

period of the Representative or until the consummation of this offering, whichever is earlier, not to negotiate with any other broker-dealer relating to the public offering of the securities without the written consent of the Representative, provided that the Representative is reasonably proceeding in good faith with preparation for this offering.

Representative's Warrants

Upon closing of this offering, we have agreed

to issue to the Representative or its designees as compensation warrants to purchase up to shares of common stock ([**]% of the aggregate number of shares of common stock sold in this offering, or the "Representative's Warrants"). The Representative's Warrants will be exercisable at a per share exercise price equal to [**]% of the public offering price per share in this offering, which would be a maximum of shares underlying such Representative's Warrants assuming a total of Ordinary Shares are issued in this offering.

The Representative's Warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part. The representative's warrants and underlying shares are included in this prospectus.

The Representative's Warrants have

been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1)(A) of FINRA. The Representative (or permitted assignees under Rule 5110(e)(1)(A)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement of which this prospectus is a part. In addition, the warrants provide for registration rights upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than seven years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(D). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

Right of First Refusal

We have agreed to grant the Representative a

right of first refusal (the "Right of First Refusal"), for a period of twelve (12) months after the date this offering is completed, to act as lead investment banker, lead book-runner, and/or lead placement agent, at the Representative's discretion, for each and every future public and private equity and debt offering using an underwriter or placement agent, including all equity linked financings, during such twelve (12) months period, of the Company, or any successor to or any current or future subsidiary of the Company.

The Right of First Refusal granted hereunder may be terminated by the Company for cause.

We have applied to list our Ordinary Shares

on Nasdaq under the symbol "[ ]." At this time, Nasdaq has not yet approved our application to list our Ordinary Shares.

The closing of this offering is conditioned upon Nasdaq's final approval of our listing application, and there is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq. The Ordinary Shares will not be listed on any stock exchange.

We have agreed to indemnify the underwriters

against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

We, our directors, executive officers, and 5%

or greater shareholders (and all holders of securities exercisable for or convertible into Ordinary Shares equivalent to five percent (5%) or more of the Company's outstanding Ordinary Shares), will agree not to, for a period of six months starting from the closing of this offering, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this offering, any of our Ordinary Shares or securities that are substantially similar to our Ordinary Shares, including any options or warrants to purchase our Ordinary Shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Ordinary Shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the underwriters.

The Representative has no present intention

to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

Pricing of the Offering

Prior to this offering, there has been no public

market for our Ordinary Shares. The initial public offering price of the Ordinary Shares will be negotiated between us and the underwriters.

Among the factors considered in determining the initial public offering price of the Ordinary Shares, in addition to the prevailing market conditions, are our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

Electronic Offer, Sale, and Distribution

A prospectus in electronic format may be made

available on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of Ordinary Shares to selling group members for sale to their online brokerage account holders. The Ordinary Shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.

Price Stabilization, Short Positions, and

In connection with this offering, the underwriters

may engage in transactions that stabilize, maintain, or otherwise affect the price of our Ordinary Shares. Specifically, the underwriters may sell more Ordinary Shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of Ordinary Shares available for purchase by the underwriters under option to purchase additional Ordinary Shares. The underwriters can close out a covered short sale by exercising the option to purchase additional Ordinary Shares or purchasing Ordinary Shares in the open market. In determining the source of Ordinary Shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of Ordinary Shares compared to the price available under the option to purchase additional Ordinary Shares. The underwriters may also sell Ordinary Shares in excess of the option to purchase additional Ordinary Shares, creating a naked short position. The underwriters must close out any naked short position by purchasing Ordinary Shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Ordinary Shares in the open market after pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid.

This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing our Ordinary Shares in this offering because such underwriter repurchases those Ordinary Shares in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase,

our Ordinary Shares in market making transactions, including "passive" market making transactions as described below.

These activities may stabilize or maintain the

market price of our Ordinary Shares at a price that is higher than the price that might otherwise exist in the absence of these activities.

The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice.

These transactions may be effected on Nasdaq, in the over-the-counter market, or otherwise.

Passive Market Making

In connection with this offering, the underwriters

may engage in passive market making transactions in our Ordinary Shares on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the Ordinary Shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security.

However, if all independent bids are lowered below the passive market maker's bid, then that bid must then be lowered when specified purchase limits are exceeded.

Potential Conflicts of Interest

The underwriters and their affiliates may, from

time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The underwriters and certain of their affiliates

are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities.

Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses.

In addition, in the ordinary course of their

and 9 more changes in the filing

Expenses of the offering 1 change

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Underwriter Underwriters accountable expenses

Legal matters 3 changes

The validity of the Ordinary Shares offered in

in this Offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Ogier, our Cayman Islands counsel.

Certain legal matters as to Hong Kong law will be passed upon for us by David Fong & Co., our Hong Kong counsel. Certain other legal matters as to United States Federal and New York State law in connection with this Offering will be passed upon for us by Loeb & Loeb LLP. Certain Kingswood Capital Partners, LLC is being represented by Sichenzia Ross Ference Carmel LLP with respect to legal matters as to of U.S. federal securities and New York law. in connection with this Offering will be passed upon for the Representative of the underwriters by [ ].

Enforcement of civil liabilities 1 change

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Cayman Islands. Service of process upon us and upon our directors and officers, many of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collect within the United States. Our directors and officers who reside outside of the United States include Mr. Ngar Tat Eddie CHEUNG, Chairman of our Board, Mr. Chi Wai LAM, our Chief Executive Officer, Mr. Kam Fai CHEUNG, our Director, Mr. Kam Shun CHAU, our Director and Mr. Ka Kin TAM, our Chief Executive Financial Officer, and they are all nationals or residents of Hong Kong.

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Index to financial statements 10 changes

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Since Timwood Holdings and Rightime Action

were formed on 18 September 2025 and 3 October 2025, respectively, therefore not in existence as of 30 June 2025, the consolidated financial statements as of and for the years ended 30 June 2025 and 2024 reflect only those of the Company.

Consolidated financial statements including

Timwood Holdings and Rightime Action will begin on their respective formation dates. Pursuant to ASC 805-50-45-5, comparative prior period financial statements will be adjusted only for periods during which the entities were under common control, or in this case, will not be adjusted for periods prior to their formation dates.

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No dealer, salesperson or any other person

is authorized to give any information or make any representations in connection with this Offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

Through and including [ ],

Until [ ] (twenty-five

2025 (the (25) th day days after the date of this prospectus), all dealers effecting that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Prospectus dated [ ],

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Undertakings 4 changes

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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration state (b) to provide to the underwriter underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter underwriters to permit prompt delivery to each purchaser;

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Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on [ ], 2025. 2026.

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(Principal executive officer)

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as amended, the undersigned, the duly authorized representative in the United States of Timwood Holdings Limited, has signed this registration statement in New York, on [ ], 2025. 2026.

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